DEFINITIONS - In these conditions ‘the Company’ means Bussroot ‘the Customer’ means the person named overleaf to whom this estimate is addressed; ‘the goods’ means the work and materials described in this estimate.

2.

GENERAL -

(1)

These conditions are the only conditions upon which the Company does business and apply to all contracts entered into by it; no variation hereto shall be of any effect unless expressly agreed in writing by a director of the Company.

(2)

These conditions shall prevail over any terms and conditions used by the Customer or contained or set out or referred to in any documentation sent by the Customer to the Company: by entering into a contract with the Company the Customer agrees irrevocably to waive the applicability of any such terms and conditions.

3.

PRICES - For each project, the Customer will receive an estimate outlining the project specifications and estimated fees for our time based on our current hourly rate and, where appropriate, any goods and professional services commissioned by us in order to complete the project. We will begin work upon the Customer’s written or oral approval of the estimate and this will constitute an agreement between us. The Customer agrees to pay the Company in accordance with the terms specified in each proposal/estimate. Estimates are valid for only 30 days from the date on the estimate.

4.

VAT - Value added tax where applicable is payable on goods and services supplied by the Company, whether or not included in the estimate.

5.

PRELIMINARY WORK - All work carried out at the Customer’s request, whether experimentally or otherwise, shall be charged to and paid for by the Customer.

6.

Revisions and alterations - New work requested by the Customer and performed by the Company after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a revised proposal/estimate to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at our standard hourly rates.

7.

PROOFS -

(1)

All alterations and additional proofs produced at the Customer’s request at or after the proof stage and, when style, type or layout is left to the Company’s discretion, any changes therefrom made at the Customer’s request, shall be charged to and paid for by the Customer.

(2)

Where proofs are submitted to the Customer for approval the Company shall be under no liability whatsoever and howsoever arising for errors therein not corrected by the Customer.

8.

DELIVERY -

(1)

Any time or date for delivery given by the Company is approximate only and time shall not be of the essence of any contract between the Company and the Customer.

(2)

Unless otherwise specified the price quoted is for delivery to the Customer’s address as shown overleaf and a charge shall be payable by the Customer for any additional costs incurred by the Company in delivering to a different address.

(3)

The Customer shall accept delivery of goods and work upon tender by the Company.

(4)

The Company reserves the right to make an additional charge for expedited delivery to cover any extra costs thereby incurred.

9.

PAYMENT -

(1)

We reserve the right to refuse completion or delivery of work until past due balances are paid.

(2)

New clients a pro-forma payment must be made before any work is undertaken.

(3)

Existing clients, payment is due strictly on 30 days from invoice date.

(4)

Interest is payable under the Late Payment of Commercial Debts (interest) Act 1998 and charged at 8.5%.

(5)

If work is suspended or delayed at the request or through the default of the Customer for a period of 30 days or more the Company shall be entitled to be paid forthwith for all work already carried out, materials purchased and any additional costs thereby incurred.

10.

LIMITATION OF LIABILITY BY THE COMPANY -

(1)

Claims by the Customer against the Company must be notified in writing as follows: (a) any claim in respect of damage to, delay or partial loss of the goods in transit must be notified to the Company and to the carrier within 3 days of delivery; (b) any claim for non-delivery must be notified to the Company within 7 days of the Customer’s receipt of the Company’s invoice. (c) any other claim of whatsoever nature and howsoever arising must be notified within 28 days of delivery of the good.

(2)

If the Customer fails to notify any claim to the Company as aforesaid then unless (a) it was impossible for the Customer to do so and (b) notification was given to the Company as soon as possible the Company shall be under no liability to the Customer in respect thereof.

(3)

Where the same is caused by any breach of contract or negligence by the Company its servants or agents the Company’s liability: (i) for damaged or defective goods shall be limited to rectifying such damage or defect; (ii) for any delay or shortfall (greater than specified in 9 above) in delivery or for non-delivery shall be limited to the contract price of the goods.

(4)

Save insofar as is expressly accepted under sub-clause (3) above, the Company shall be under no liability of whatsoever nature for any loss or damage whether direct or indirect consequential or otherwise suffered by the Customer by reason of any breach of contract negligence or other acts or omissions or defaults of itself its servants or agents or third parties or otherwise howsoever caused.

11.

OWNERSHIP -

(1)

The Company retains all ownership of original artwork created by them and does not release native files to the Customer (eg: InDesign artwork files, Flash files, Photoshop layer files, Illustrator files) on project completion. The Customer will be supplied with a print ready PDF or as otherwise stated on the estimate. Release fees apply where the Customer requests the original artwork files and will be determined per project.

(2)

All materials or other work used in the production will normally be archived for a minimum period of six months unless the Customer gives written instructions to the contrary. There may be an additional charge for returning or preserving the same beyond the initial period of six months or for providing further copies of documents or access to the original source files.

(3)

Images brought at the expense of the Company on stock websites (image, video, audio etc.) remain the property of the Company and cannot be transferred.

(4)

The Company retains the copyright in illustrations and photographs created by them. The Customer may only use illustrations and photographs for the original purpose commissioned by it, unless otherwise agreed by the Company. An additional fee will normally be required for licence to use for other purposes.

(5)

Until payment in full has been made, the Company reserve the right not to allow a website to go live whether hosted by the Company or a third party. Subject to the Customers’ rights upon payment in full to use the products created by the Company, the Company retains the ownership in all original source files. Release fees apply where the Customer requests the original source files and will be determined per project.

(6)

The Company reserves the right to photograph and/or distribute or publish for our promotional and marketing needs any work we create for you, including roughs, visuals, mock-ups and presentations, as samples for our portfolio, newsletter, brochures, presentations and website and for entry for awards. The Company shall be entitled to place an unobtrusive credit with a hypertext link (“Designed by Bussroot”) in the footer on each page of the web site. In the event that the site is no longer maintained solely by Bussroot, this credit may be removed but “Based on a concept by Bussroot” should be added.

12.

CUSTOMER’S PROPERTY - All property supplied to the Company by and on behalf of the Customer shall be at the Customer’s sole risk while in the Company’s possession or in transit to or from the Customer and the Customer should insure accordingly.

13.

SUB-CONTRACTING - The Company shall be at liberty to sub-contract the work described in this estimate either in whole or in part to any person firm or company it shall think fit without notice thereof to the Customer.

14.

GENERAL LIEN - The Company shall have a general lien over all goods or property in its possession belonging to the Customer in respect of all unpaid debts due to it and shall be entitled on giving 14 days notice in writing to the Customer to dispose of the same as it thinks fit and to apply the proceeds of sale towards such debts.

15.

INSOLVENCY OR BANKRUPTCY - If the Customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they fall due or (being a company) is deemed to be made to pay its debts or has a winding up petition presented against it or (being a natural person) has a bankruptcy petition presented against him the Company shall have the right not to proceed further with any contract between it and the Customer and shall be entitled to be paid forthwith for all costs incurred, work done and materials purchased for the Customer.

16.

ILLEGAL MATTER -

(1)

The Company may at its discretion refuse to print or reproduce digitally any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

(2)

The Customer shall indemnify the Company against all claims made against it and all costs and expenses incurred or pay by it (including any damages costs and other sums paid either on legal advice in settlement of any claim or under a court order) /in respect of any illegal or libellous matter or any infringement of copyright, patent, design or other proprietary or person rights of whatsoever nature contained in any material printed/produced digitally for the Customer.

17.

FORCE MAJEURE -

(1)

The Company shall be under no liability if it is prevented from or unable to perform any obligations owed by it to the Customer for any reason beyond its control including (without prejudice to the generality of the foregoing) Act of God, legislation, executive action, war, fire, flood, drought, breakdown or other failure of all or part of its machinery, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of any dispute or owing to any inability to procure materials or labour required for the performance of such obligations.

(2)

During the continuance of such a contingency the Customer may by written notice to the Company elect to terminate the contract and pay forthwith for work done and materials used by the Company: failing such election the Customer shall otherwise accept delivery when available.

18.

LAW - These conditions and all contracts concluded between the Company and the Customer shall be governed and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.